Current Report Filing (8-k)
29 December 2021 - 12:01AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
December 21, 2021
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland
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001-35713
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45-2681082
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2529 Virginia Beach Blvd.,
Virginia Beach, VA
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23452
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including
area code: (757) 627-9088
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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WHLR
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Nasdaq Capital Market
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Series B Convertible Preferred Stock
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WHLRP
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Nasdaq Capital Market
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Series D Cumulative Convertible Preferred Stock
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WHLRD
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Nasdaq Capital Market
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7.00% Senior Subordinated Convertible Notes due 2031
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WHLRL
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Nasdaq Capital Market
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Item 1.02 Termination of a Material Definitive Agreement
As previously disclosed, on March 12, 2021, Wheeler
Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), entered into a financing agreement (the “Financing
Agreement”) by and among the Company, as borrower, certain subsidiaries of the Company from time to time party thereto, as guarantors
(together with the Company, the “Loan Parties”), the lenders from time to time party thereto, and Wilmington Savings Fund
Society, FSB, as administrative agent and collateral agent (the “Collateral Agent”), providing a term loan in the aggregate
principal amount of $35.0 million (the “Loan”).
On December 6, 2021, the Company voluntarily prepaid
the Loan in the amount of $16,970,999, which included the applicable premium in the amount of $808,142.
On December 21, 2021, the Company voluntarily paid
off the Loan in its entirety in the amount of $20,246,236.12, which included the applicable premium in the amount of $941,857.20 and interest,
accrued from October 15, 2021, in the amount of $467,234.92.
In connection with such payoff, the liens of the
Collateral Agent in any and all of the property of the Loan Parties that secured any obligations under the Financing Agreement and all
other Loan Documents (as defined in the Financing Agreement) were automatically and immediately released and terminated.
Item 8.01. Other Events.
On
December 28, 2021, the Board of Directors of the Company mailed a letter to Daniel Khoshaba, former Chief Executive Officer of the Company.
A copy of such letter is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: December 28, 2021
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Wheeler Real Estate Investment Trust, Inc.
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By:
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/s/ M. Andrew Franklin
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Name: M. Andrew Franklin
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Title: Chief Executive Officer and President
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2
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